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Des Moines Historical Society
By-Laws

ARTICLE I - GOVERNING LAWS

The Des Moines Historical Society (hereinafter the "Society") shall be governed and operated exclusively for the furtherance of the purposes stated in the Society's Articles of Incorporation. Whenever applicable, the Washington Nonprofit Corporations Act and the Articles of Incorporation are a part of these by-laws. In the event of conflict between these by-laws or the Articles of Incorporation and the Washington Nonprofit Corporations Act, the Act shall govern. In no event shall any of the assets of the Des Moines Historical Society be used contrary to the provisions of Section 170(c)(2)(B) or Section 501(c)(3) of the Internal Revenue Code of 1954 as amended.

ARTICLE II - MEMBERSHIP

Section 1. Classes of Members. There shall be the following classes of members of the Society:

  1. Individual members
  2. Associate members
  3. Family Members - Any parent(s) and their minor children
  4. Organizational/Commercial representative
  5. Life members
  6. Honorary members

Section 2. Qualifications of Members.

  1. Members shall be those individuals or organizations who demonstrate an interest in furthering the purposes of the Society and who have paid the annual dues for their class of member.
  2. No person shall be discriminated against for membership on account of race, color, religion, sex, sexual orientation, age, marital status, disability, or national origin.
  3. There shall be such Honorary Members as are elected by the Board of Directors by a two-thirds vote. Honorary Members shall be individuals who, in the judgment of the Board of Directors, shall have made a substantial and significant contribution to the furtherance of the purposes of this Society. Honorary membership is intended to be in recognition for such contributions and shall not be lightly conferred. Honorary Members may, but are not required to be individual voting members. No member of the Board of Directors may be elected an Honorary Member while serving as a member of the Board of Directors. Honorary Members are exempt from payment of all dues.

Section 3. Rights and Privileges of Members.

  1. No member shall have any interest in the real or personal property of the Society.
  2. Individual, family, and life members of age 18 and older together with organizational/commercial representatives of the Society shall have the right to vote at all meetings of members of the Society as hereinafter set forth.
  3. Membership may be terminated at any time by giving written notice to the Secretary of the Society. The resignation of any member shall be effective at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Places of Meetings. The annual and special general membership meetings shall be held at any place within the greater Des Moines, Washington area that has been designated from time to time by motion of the Board of Directors or by consent of a majority of members of the Board of Directors. In the absence of such designation the annual and special general membership meetings shall be held at the Des Moines Historical Society Museum.

Section 5. Annual Meeting. The annual general membership meeting shall be held on an agreeable date in the month of May of each year, as determined by the Board of Directors. Notice of such meeting, stating the time and place of the meeting, shall be given to each member not less than ten (10) days nor more than thirty (30) days before the meeting.

Section 6. Special Meetings, Notice. Special general membership meetings shall be held whenever called by the President or by a majority of the Board of Directors and shall be called by the President or the Secretary at the written request of ten (10) voting members. Notice of such meeting, stating the time and place of the meeting, shall be given to each member by mail, telephone, electronically, or personally. Each notice shall be given not less than ten (10) days or more than thirty (30) days before the meeting. The notice shall state the principal purpose or purposes of the meeting and the business conducted at the meeting shall be limited to those purposes. Notice of any meeting of members need not be given to a member, however, if waived by him or her in writing before or after such meeting or if he or she shall be present at the meeting.

Section 7. Quorum and Manner of Acting. The presence in person or by proxy of five (5) percent of the voting members shall constitute a quorum for the transaction of business at any general membership meeting, and the act of the majority of members present in person and by proxy at any meeting at which a quorum is present shall be the act of the general membership unless otherwise provided by law.

Section 8. Organization. At every general membership meeting, the President or in his or her absence the Vice President shall act as Chair. The Secretary shall act as secretary at all meetings of members. In the absence of the Secretary, the Chair may appoint any person to act as secretary of the meeting.

Section 9. Business and Order of Business. At each general membership meeting such business may be transacted as may properly be brought before such meeting, except as otherwise provided by law or in these by-laws. The order of business at all meetings of the members shall be as determined by the Chair, unless otherwise determined by a majority of the voting members present in person or by proxy at such meeting. To the extent not inconsistent with these by-laws, the Articles of Incorporation or any provision of law, Robert's Rules of Order, Newly Revised, shall govern the proceedings of the Society.

Section 10. Voting. Each voting member shall, at every meeting of the members, be entitled to one vote. Any vote by a voting member may be given by such voting member in person or by his or her proxy appointed by an instrument in writing subscribed by such member or his or her attorney in fact hereunto authorized and delivered to the Secretary. At all meetings of members, all matters shall be decided by the vote (which may be taken by voice, by show of hands, or by ballot) of a majority of the members present in person or by proxy and entitled to vote thereat, a quorum being present.

Section 11. Annual Dues. Annual dues to be charged to the various categories of members shall be set by the Board of Directors and shall remain in effect until amended. Annual dues are due in advance at the time of joining the Society and at the date of each annual meeting thereafter. Any member whose dues are not paid after ninety (90) days of the due date shall be dropped from the rolls of the Society. The Board of Directors may set policies for prorating dues for new members.

Section 12. Eligibility to Hold Office. Any individual, family, or life member and the voting representative of any organizational/commercial representative are, if of age 18 or older, eligible to be a Director of the Society.

Section 13. Nominating Committee. Not less than thirty (30) days prior to the annual meeting of members, the Board of Directors shall appoint a Nominating Committee of no less than two (2) voting members. The Nominating Committee shall recommend a slate of qualified members to replace Directors whose term will end in the current year. The slate of Directors recommended by the Nominating Committee does not preclude nominations from the floor of any qualified member whose consent to nomination has been obtained.

ARTICLE III - BOARD OF DIRECTORS

Section 1. General Powers. A Board of Directors shall manage all property and business affairs of the Society. The Board of Directors is the board of directors provided for by the Washington Nonprofit Corporations Act, Chapter 24.03 of the Revised Code of Washington, as amended.

Section 2. Number, Qualifications and Term of Directors. The number of Directors shall be nine (9). Membership on the Board of Directors shall be based on dedication to the purposes stated in the Society's Articles of Incorporation and on the professional, administrative, executive or technical skills that such person can and will contribute to the furtherance of the purposes of the Des Moines Historical Society. Except as otherwise provided by these by-laws, the Directors shall be elected for a three (3) year term and shall hold office until his or her successor shall have been elected and shall qualify or until his or her death, or until he or she shall no longer be qualified as a Director as herein provided, or he or she shall resign or be removed from office in the manner herein provided.

Section 3. Election of Directors. The initial Board of Directors of the Society shall be the Board of Directors at the time of the adoption of these by-laws and shall serve until the first annual meeting of members or until their successors are duly elected and shall qualify. At the first annual meeting, the members shall elect or re-elect three (3) Directors for a one-year term, three (3) Directors for a two-year term and three (3) Directors for a three-year term. At each annual meeting thereafter, the members shall elect or re-elect Directors for a three (3) year term to fill the offices vacated by Directors whose term of office has expired. The Directors elected shall be those persons receiving the greatest number of votes cast. Directors shall assume office upon completion of such election.

Section 4. Quorum and Manner of Acting. A majority of members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, and the act of a majority of the Directors present any meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise provided by law, the Articles of Incorporation, or these by-laws. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent to such action. Such consent or consents shall be recorded in the Minutes of the proceedings of the Board. Such action by consent shall have the same force and effect as a unanimous vote of such Directors.

Section 5. Place of Meeting. The annual, regular, and special meetings of the Board of Directors shall be held at any place within the greater Des Moines, Washington area that has been designated from time to time by motion of the Board of Directors or consent of a majority of members of the Board of Directors. In the absence of such designation, the annual, regular, and special meeting of the Board of Directors shall be held at the Des Moines Historical Society Museum.

Section 6. Annual and Regular Meetings. The annual meeting of the Board of Directors shall be held on the same day as and immediately following the annual general membership meeting as provided in Article II, Section 5 of these by-laws. Regular meetings of the Board of Directors shall be held on the fourth Wednesday of each month, December excepted, of the year at 7:00 p.m. of said day. If any day fixed for the annual or a regular meeting shall be a legal holiday, then the Board of Directors shall choose another date and time. Notice of annual and regular meetings need not be given to Directors.

Section 7. Special Meetings, Notice. Special meetings of the Board of Directors shall be held whenever called by the President and shall be called by him or her or the Secretary at the request of a majority of the Directors. Notice of such meeting, stating the time and place of the meeting, shall be given to each Director by mail, telephone, electronically, or personally. Such notice shall be given not less than one (1) day or more than thirty (30) days before the meeting. The notice shall state the principal purpose or purposes of the meeting and the business conducted at the meeting shall be limited to that purpose or purposes. The Secretary or his or her representative(s) shall make a good faith effort to contact each director.

Section 8. Organization. At each meeting of the Board of Directors, the President, or, in his or her absence, the Vice President, shall act as Chair. The Secretary, or, in his or her absence, a person appointed by the Chair, shall act as secretary of the meeting. To the extent not inconsistent with these by-laws, the Articles of Incorporation, or provisions of law, all meetings of Directors shall be conducted in accordance with Robert's Rules of Order, Newly Revised, applicable to small bodies.

Section 9. Order of Business. At all meetings of the Board of Directors, business shall be transacted in the order determined by the Chair.

Section 10. Resignations. Any Director of the Society may resign at any time by giving written notice to the President or to the Secretary of the Society. The resignation of any Director shall be effective at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 11. Removal of Directors. Any Director may be removed with cause, at any time, by the affirmative vote of two-thirds (2/3) of the Directors of the Society and the vacancy in the Board caused by such removal may be filled as provided in these by-laws.

Section 12. Vacancies. Any vacancy in the Board of Directors caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining Directors, though less than a quorum, at the next annual or regular meeting, or any special meeting called for the purpose, and each Director so elected shall hold office for the unexpired term of such vacant office, and until his or her successor shall be duly elected and qualified, or until his or her death, or until he or she shall resign or shall have been removed in the manner herein provided.

Section 13. Compensation. Each Director shall serve without compensation.

ARTICLE IV - COMMITTEES

Section 1. Appointment and Powers. The Board of Directors may, by motion, designate one or more Committees, each Committee to consist of two or more of the voting members of the Society with powers and duties to the extent provided in said motion or in these by-laws. Such Committee or Committees shall have such name or names as may be stated in these by-laws or as may be determined from time to time by motion adopted by the Board of Directors.

Section 2. Terms of Office and Vacancies. Each member of a committee shall continue in office until a replacement to succeed him or her shall have been designated, or until he or she ceases to be a voting member or until he or she shall have resigned or shall have been removed in the manner hereinafter provided. Any vacancy in a committee shall be filled by the vote of a majority of the Board of Directors at the annual or at any regular or special meeting thereof.

Section 3. Alternates. The Board of Directors may, by motion, designate one or more voting members as alternate members of any Committee, who may replace any absent or disqualified member at any meeting of the Committee.

Section 4. Organization. Unless otherwise provided by the Board of Directors or these by-laws, each Committee shall appoint a chair and a secretary. Each Committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

Section 5. Resignations. Any regular or alternate member of a Committee may resign at any time by filing written notice to the President or to the Secretary of the Society. Such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Removal. Any regular or alternate member of a Committee may be removed with cause at any time by motion passed by the Board of Directors at any regular or special meeting for which notice of the purpose was given.

Section 7. Meeting. Regular meetings of each Committee, of which no notice shall be necessary, shall be held on such days and at such places as shall be fixed by a motion passed by a majority of all members of such Committee. Special meetings of each Committee will be called by the committee secretary at the request of any two members of such Committee, or in such other manner as may be determined by the Committee. Notice of each special meeting of a Committee shall be at least one (1) day before the meeting. Each such notice shall state the time and place but need not state the purpose, of the meeting. No notice of any meeting of a Committee shall be required to be given to any alternate.

Section 8. Quorum and Manner of Acting. Unless otherwise provided by motion of the Board of Directors, a majority of a Committee (including alternates when acting in lieu of regular members of such Committee) shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of such Committee. The members of each Committee shall act only as a Committee and the individual members shall have no power as such.

Section 9. Compensation. Each regular or alternate member of a Committee shall serve without compensation.

ARTICLE V - OFFICERS

Section 1. Officers. The officers of the Society shall be a President, a Vice President, a Secretary, and a Treasurer. Any two or more offices may be held by the same person except the offices of President and Secretary may not be held by the same person. The Board of Directors may also from time to time elect such other officers, as it deems necessary.

Section 2. Election of Officers. The Board of Directors shall, at their annual meeting as provided in Article III, Section 6 of these by-laws, elect the officers specified in Article V, Section 1 of these by-laws. Only duly elected members of the Board of Directors are eligible to hold office.

Section 3. Term of Office. Officers shall hold office from the time of their election at the annual board meeting until the election of their replacements at the next annual board meeting.

Section 4. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. President. The President, subject to the control of the Board of Directors, shall have general supervision of the affairs of the Society and attend generally to its executive business. He or she shall keep the Board of Directors appropriately informed on the business and affairs of the Society. The President shall also serve as Chair at all general membership and board meetings.

Section 6. Vice President. In the absence or disability of the President, the Vice President shall perform all the duties and functions and exercise all the powers of and be subject to all the restrictions upon the President. The Vice President shall be responsible for programming events and the Board of Directors or the President may from time to time assign other duties to him or her.

Section 7. Secretary. The Secretary shall keep or cause to be kept in books provided for the purpose, the Minutes of the meetings of the Board of Directors and of any Committee constituted pursuant to Article IV of these by-laws. The Secretary shall be custodian of the corporate seal and see that it is affixed to all documents as required and attest the same. The Secretary shall perform all duties incident to the office of the Secretary and the Board of Directors or the President may from time to time assign other duties to him or her.

Section 8. Treasurer. The Treasurer shall have charge of and be responsible for the receipt, disbursement and safekeeping of all funds and securities of the Society. He or she shall deposit all such funds in the name of the Society in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws. From time to time, and whenever requested to do so, he or she shall render a statement of the condition of the finances of the Society to the Board of Directors. The Treasurer shall perform all duties incident to the office of Treasurer and the Board of Directors or the President may from time to time assign other duties to him or her.

Section 9. Surrender of Records. Upon leaving office, each Officer shall turn over all records of office to his or her successor without delay.

Section 10. Compensation. Each Officer shall serve without compensation.

ARTICLE VI - INDEMNIFICATION

Within six months of the adoption of these by-laws, the Society shall indemnify to at least one million dollars, each Board member and Officer, from claims made against said Board member or Officer because of his or her role as Board member or Officer, except where such expenses, costs, and attorney's fees are proven to have been incurred because of that Board Member's or Officer's malfeasance.

ARTICLE VII - NOTICE

Section 1. Manner of Giving Written Notice. Any notice in writing required by law or by these by-laws to be given to any person may be delivered personally or may be given by depositing the same in the post office or letter box in a postpaid envelope addressed to such person at such address as appears on the books of the Society. Notice by mail shall be deemed to be given at the time when the same shall be mailed.

Section 2. Waiver of Notice. Whenever any notice is required to be given to any person, a waiver thereof by such person in writing or by telephone, telegram, cable, electronically, or FAX, whether before or after the time stated therein, shall be deemed to be equal thereto.

ARTICLE VIII - MEETINGS OPEN TO THE PUBLIC

Section 1. Open Meetings. Except as provided herein, all meetings of the Board of Directors, and all committees of the Board of Directors that have or may exercise powers of the Board of Directors shall be open to the public.

Section 2. Closed Meetings. Closed meetings may be held to consider matters relating to individual employees, proprietary information, litigation, and other matters requiring the confidential advice of counsel, commercial or financial information obtained from a person on a privileged or confidential basis, or the purchase of property or services wherever the premature exposure of such purchase would compromise the business interest of the Society. If any such meeting is closed pursuant hereto, the Board or Committee involved shall within a reasonable time thereafter make an entry in the Minutes containing an explanation of the reasons for closing the meeting.

ARTICLE IX - COLLECTION & MUSEUM

Section 1. Collection. The Society shall receive, hold, and maintain a collection of artifacts and documentation in the public interest, related to the purpose of the Society as contained in the Articles of Incorporation. The Board of Directors or its designee shall have the authority to accept or reject donated funds, bequests, gifts, loans, and donated items intended to be accessioned into the collection as well as for other purposes of the Society, and to established policies for the same.

Section 2. Policies.

  1. The Board of Directions shall adopt and modify, from time to time, policies and guidelines regarding acceptance of donated items, authorization for purchases, loaning of holdings and display of loaned materials, reproduction of artifact images and documentation, access to the collection, deaccessioning or deposal of items, publications and the Society's file documentation requirements.
  2. The Board of Directors shall have authority to accept or impose restrictions on particular donated items and types of documentation as shall be deemed to be in the best interest of the Society and in accordance with the accepted wishes of donors.

Section 3. Records.

  1. The Board of Directors may delegate to a committee or individual member maintenance of the collection catalogue, but shall retain oversight of and shall review from time to time the collection catalogue and accession documentation to insure it is being kept in accordance with established policies.
  2. The current catalogue and Society policies and guidelines shall be maintained in the Society files and be available for review by the membership and public as may be reasonably be established by the Board of Directors.

Section 4. Grants and Agreements. The Board of Directors shall authorize all applications for grants, and agreements with other organizations and corporations for funding or services as deemed appropriate for the functioning of the Society.

Section 5. Museum Facilities.

  1. The Board of Directions shall make all necessary arrangements for housing, preserving and exhibiting the collection, including leasing of real estate, purchase of property, maintenance of buildings and other Society holdings, and making arrangements for utilities and insurance.
  2. The Board of Directors shall provide for security of the museum, training of docents and volunteers, setting of museum hours, and establishing policies for use of the premises and property owned by or under the control of the Society.

ARTICLE X - SEAL

The corporate seal shall have inscribed thereon the name of the Society, the year of its incorporation, and the words "Corporate Seal" and "Washington."

ARTICLE XI - FISCAL YEAR

The fiscal year of the Society shall begin on the first day of January in each year.

ARTICLE XII - AMENDMENTS

All by-laws of the Society shall be subject to alteration, amendment, or repeal, and new by-laws not inconsistent with any provision of the Articles of Incorporation or any provision of law may be made and adopted by the vote of two-thirds (2/3) of the Board of Directors at any annual, regular, or special meeting called for that purpose.

THIS IS TO CERTIFY:

That I am the duly elected, qualified, and acting Secretary of the Des Moines Historical Society and that the above and foregoing by-laws were adopted as the by-laws of said Society on the 13th day of November 2002, by the two-thirds of the general membership of said Society, a quorum being present.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of November 2002.

_______________________________
Secretary, Des Moines Historical Society


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